King Crude Carriers SA & Ors v Ridgebury November LLC & Ors [2024] EWCA Civ 719 (27 June 2024)

King Crude Carriers SA & Ors v Ridgebury November LLC & Ors [2024] EWCA Civ 719 (27 June 2024)

Where an obligation for payment within a contract is contingent upon fulfilment of a condition by one party, and that party fails, in breach of contract, to fulfil that condition, the remedy is damages, not debt. The 'Mackay v Dick' principle does not operate to deem conditions precedent to accrual of debt as fulfilled; it applies only to conditions relating to machinery of payment for accrued debts. There is no authority for a doctrine of deemed fulfilment of a condition precedent to accrual of debt in English law.

Citation
[2024] EWCA Civ 719
Parties
Claimant/respondent: King Crude Carriers SA; Claimant/respondent: Prince Crude Carriers SA; Claimant/respondent: Zenon Crude Carriers SA; Defendant/appellant: Ridgebury November LLC; Defendant/appellant: Ridgebury Sierra LLC; Defendant/appellant: Makronissos Special Maritime Enterprise
Jurisdiction
England and Wales
Judgment Date
27 June 2024
Procedural Posture
Appeal From Arbitration Award (commercial Court, Kbd) / Court of Appeal Judgment
Outcome
Appeal dismissed; claim in debt rejected; remedy is damages only.
Legal Topics
Conditions Precedent, Debt Vs Damages, Remedies for Breach, Sale of Goods, Maxim: No Advantage From Own Wrong
Contract Law Commercial Law Arbitration Conditions Precedent Debt Vs Damages Remedies for Breach Sale of Goods Maxim: No Advantage From Own Wrong

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Parties

King Crude Carriers SA

Claimant/respondent

Prince Crude Carriers SA

Claimant/respondent

Zenon Crude Carriers SA

Claimant/respondent

Ridgebury November LLC

Defendant/appellant

Ridgebury Sierra LLC

Defendant/appellant

Makronissos Special Maritime Enterprise

Defendant/appellant

Procedural Posture

Appeal From Arbitration Award (commercial Court, Kbd) / Court of Appeal Judgment

Legal Issues

  1. 1 Whether a party preventing fulfilment of a condition precedent to payment can be liable in debt or only in damages
  2. 2 Scope and existence of the 'Mackay v Dick' principle in English law

Ratio Decidendi

Where an obligation for payment within a contract is contingent upon fulfilment of a condition by one party, and that party fails, in breach of contract, to fulfil that condition, the remedy is damages, not debt. The 'Mackay v Dick' principle does not operate to deem conditions precedent to accrual of debt as fulfilled; it applies only to conditions relating to machinery of payment for accrued debts. There is no authority for a doctrine of deemed fulfilment of a condition precedent to accrual of debt in English law.

Court Disposition

Appeal dismissed; claim in debt rejected; remedy is damages only.

Orders

  • Sellers not entitled to recover deposits in debt; claim must be in damages.
  • Golden Victory point remitted to tribunal for consideration of damages and market gain/loss.